Dell Refuses Michael Dell's Voting-Change Request

The special committee of Dell's board of directors charged with reviewing company founder and CEO Michael Dell's offer to take the company private has informed Michael Dell and Silver Lake Partners that it "is not prepared to accept your proposal" to change the transaction's voting standard.

The special committee was referring to Michael Dell and Silver Lake's new offer for the company last week that increased the bid per share from $13.65 to $13.75. That proposal also asked the special committee to change the previously agreed upon voting standard that allowed non-voted shares to count as "no" votes on the proposal.

By not changing that standard, Michael Dell and Silver Lake asserted, a minority block of unaffiliated shareholders could override the will of the majority of unaffiliated shareholders.

The most prominent shareholders leading the opposition to the deal, Carl Icahn and Southeastern Asset Management, wrote an open letter to the special committee Monday calling the request for a change in voting standard "a cynical attempt to circumvent the process."

Though the special committee refused to change the voting standard, it did write it is "willing to establish a new record date for a vote on a $13.75 per share transaction under the existing voting standard."

Otherwise, the special committee would proceed with a vote on the existing $13.65-per-share offer at a special meeting to be held on Aug. 2.

Dell spokesman David Frink declined to comment on the committee's most recent letter. He said Michael Dell and Silver Lake would review it.